Assumed Contracts, Leases and Liabilities Sample Clauses

The "Assumed Contracts, Leases and Liabilities" clause defines which existing agreements, leases, and obligations a buyer will take over from a seller in a transaction, such as an asset purchase. It typically lists or references specific contracts and liabilities that are included, while excluding others that remain the seller's responsibility. This clause ensures both parties have a clear understanding of which commitments are being transferred, thereby preventing future disputes and allocating risk appropriately between buyer and seller.
Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, only (a) Two Million Seven Hundred Fifty Thousand and No/100 Dollars ($2,750,000.00) of those obligations existing at February 1, 1998, constituting working capital liabilities incurred in the ordinary course of business which Buyer expressly elects to assume, as specifically set forth on Exhibit 1.3(a) attached hereto, (b) those obligations constituting working capital liabilities incurred in the ordinary course of business on and after the Effective Date (as such term is defined in paragraph 1.5), including indebtedness for borrowed money incurred to purchase Inventory in an amount not to exceed that set forth on Exhibit 1.3(b) hereto, but excluding all other long-term and interest bearing debt and other than obligations and costs associated with the "Sellers Plans" described in paragraph 3.13, and (c) those obligations arising on and after the Effective Date under those Contracts (as such term is defined in paragraph 3.9) which Buyer expressly elects to assume (collectively, the "Assumed Liabilities"). (2) Except for the Assumed Liabilities, it is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and will not be liable for, any debt, liability or obligation of Sellers or Shareholders of any type or description whatsoever, whether related or unrelated to the Assets, the Business or the transactions contemplated under this Agreement and that Sellers and/or Shareholders will remain liable and responsible for the payment or performance, as the case may be, of all debts, liabilities, obligations, contracts, leases, notes payable, accounts payable, commitments, agreements, suits, claims, indemnities, mortgages, taxes, contingent liabilities and other obligations of Sellers and/or Shareholders including, without limitation, any and all investment tax credit recapture, depreciation recapture, recapture or prior period adjustments under Medicare, Medicaid and Blue Cross, all impositions of income tax and other taxes; all employee wages, salaries and benefits including, without limitation, COBRA and WARN obligations, accrued vacation and sick pay not expressly assumed by
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Assumed Contracts, Leases and Liabilities. At Closing, Buyer will assume all of the following (collectively, the "ASSUMED LIABILITIES"): (1) All obligations accruing after Closing with respect to those contracts, purchase orders and leases which are identified as Assumed Contracts on Exhibit 1.3 hereto, and the obligation to administer the COBRA coverage (as defined below) with respect to those individuals listed on Exhibit 4.21(a) (but excluding any obligations to give notice, or other liabilities or obligations related to COBRA). (2) All accrued compensation, vacation time and paid time off ("PTO") and build up of sick leave for periods of employment with Seller and Seller's predecessor, together with all related taxes, for Seller's employees who become employees of Buyer, which time accrued prior to Closing; provided, however, that Buyer shall assume (or pay, if applicable) the same only to the extent that the same is included in the calculation of Net Working Capital, as defined in Section 3.1, or Buyer has received a credit therefor under Section 3.1(5). Notwithstanding the preceding, Buyer will assume all taxes with respect to PTO and such taxes will not be included in the computation of Net Working Capital. (3) All amounts payable under the Medicare and Medicaid Programs applicable to cost reports filed for services rendered through the Closing. (4) Seller's current liabilities, but only to the extent included in the calculation of Net Working Capital.
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Assumed Contracts, Leases and Liabilities. At Closing, Buyer will assume and agree to pay or perform, as the case may be, all of the following (collectively, the "ASSUMED LIABILITIES"): (1) All obligations accruing after Closing with respect to those contracts, purchase orders and leases which are described on Exhibit 1.3 hereto; (2) All accrued compensation, vacation time, holiday and build up of sick leave, together with all related taxes, for all of Seller's employees who become employees of Buyer which have accrued prior to Closing; provided, however, that Buyer's performance will extend only to granting a credit under Buyer's fringe benefit policies for any accrued vacation, holiday and sick leave build up that such employees have accrued under the Seller's fringe benefit policies; (3) All amounts payable under the Medicare and Medicaid Programs applicable to cost reports filed for services rendered through the Closing, including all terminating cost reports. Buyer will prepare all terminating cost reports, and Seller will fully cooperate with Buyer in the preparation of all terminating cost reports required as a result of this transaction; (4) All of Seller's current liabilities (except corporate franchise and excise taxes but including real estate and personal property taxes for the current year); and (5) All obligations of Seller to remit payments payable to the Prior Operators (to the extent received by Buyer) or to provide access to the Prior Operators under Section 29 of that certain Settlement Agreement, Asset Transfer and Release Agreement, dated September 16, 1994.
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Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, those obligations of Sellers (i) arising from and after Closing under the Leases and Contracts (as defined in Section 3.9 below) and (ii) arising from all accrued vacation and sick leave for Employees (as defined in Section 3.13) who are hired by Buyer or Buyer's agent at Closing (collectively, the "ASSUMED LIABILITIES"). (2) Except for the Assumed Liabilities, Buyer shall not assume, and shall not be liable for, any debt, liability or obligation of Sellers of any type or description whatsoever, whether related or unrelated to the Assets, the Facilities or the transactions contemplated within this Agreement and Sellers shall remain liable and responsible for the payment or performance, as the case may be, of all such debts, liabilities and obligations.
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Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, only (a) those obligations existing on July 1, 1998 constituting working capital liabilities incurred in the ordinary course of business (other than long-term and interest bearing debt) and accrued vacation and sick leave, all as specifically set forth on Exhibit 1.3 attached hereto, in an aggregate amount up to the Pre-Effective Date Assumed Liabilities Cap described in clause (3) below, (b) those obligations constituting working capital liabilities incurred in the ordinary course of business on and after the Effective Date, other than long-term and interest bearing debt and other than obligations and costs associated with the "Seller Plans" described in paragraph 3.13, and (c) those obligations arising on and after the Effective Date under those Contracts (as such term is defined in paragraph 3.9) which Buyer expressly elects to assume as noted on Exhibit 3.9 attached hereto (collectively, the "Assumed Liabilities").
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Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and agree to pay or perform, as the case may be, the future performance of obligations arising after Closing under all licenses, permits, leases and Contracts which Buyer expressly elects to assume as set forth on Exhibit 2.1 (1) (collectively, the "Assumed Liabilities"). (2) It is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and shall not be liable for, any other debt, liability or obligation of Seller related to the Assets, including without limitation the obligation to pay premiums and/or pay bank, agent and broker commissions (if any) relating to insurance premiums invoiced prior to the Closing, and that Seller shall remain liable and responsible for the payment or performance, as the case may be, of all debts, liabilities, obligations, contracts, leases, Taxes, broker or finders fees for persons engaged by Seller or PBI, obligations to repay commissions on cancelled policies to the extent the policy revenue was previously received by Seller or PBI, contingent liabilities and other obligations that are not Assumed Liabilities (the "Retained Liabilities").
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Assumed Contracts, Leases and Liabilities. At Closing, Buyer will assume and agree to pay or perform, as the case may be, all of the following (collectively, the "ASSUMED LIABILITIES"): (1) All obligations accruing after Closing with respect to those Leases and Contracts which are described on Exhibit 4.14. (2) All accrued paid days off and sick days together with all related taxes, with respect to Seller's employees who become employees of Buyer, which time accrued prior to Closing; provided, however, that Buyer shall assume the same only to the extent that Buyer has received a credit therefor under Section 3.1. (3) Current liabilities of Seller, to the extent identified on the Final Closing Statement but only to the extent included in the calculation of Net Working Capital.
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Assumed Contracts, Leases and Liabilities. (1) At Closing, Buyer will assume and hereby does assume as of the Closing and agree to pay or perform, as the case may be, only (a) those obligations consisting of current trade accounts payable and accrued expenses of Seller (the "Payables and Expenses") reflected on the Post Closing Financial Statements (as defined), and (b) those obligations arising after the effective date of the Closing under those Leases and Contracts (as such term is defined in paragraph 4.11) which Buyer expressly elects to assume as set forth on Exhibit 1.3 (collectively, the "Assumed Liabilities"). (2) Except for the Assumed Liabilities and as provided by Article XIII, it is expressly agreed and understood by each of the parties to this Agreement that Buyer does not assume, and shall not be liable for, any debt, liability contract, lease, note payable, account payable, commitment, agreement, suit, indemnity, claim, mortgage, tax or other obligation of Seller or Shareholder, of any type or description whatsoever, whether related or unrelated to the Assets or the Business.
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Related to Assumed Contracts, Leases and Liabilities

  • Assumed Contracts (a) Other than the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available to Purchaser true and complete copies of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers or other changes thereto.

  • Contracts and Leases Schedule 4.10 sets forth a true and complete list of all Leases and executory Contracts of the Company that are material to the Business, and Sellers have delivered to Buyer true and complete copies of all such Leases and Contracts, each as amended as of the Agreement Date (the “Material Contracts”). Subject to receipt of the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (a) each of the Material Contracts is in full force and effect and constitutes a valid and binding obligation of the Company or Sellers, and, to the Knowledge of Sellers, each other party thereto, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company or Sellers are not in breach or default in any material respect under any of the Material Contracts and, to the Knowledge of Sellers, the other parties to such Contracts are not in breach or default in any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that with the passage of time or the giving of notice would constitute such material breach or default in any material respect, result in a loss of material rights, result in the payment of any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy Code, or waived in accordance with section 365 of the Bankruptcy Code, or (ii) to the extent such breach or default would not reasonably be expected to have a Seller Material Adverse Effect. Except for filings in the Chapter 11 Cases, to Sellers’ Knowledge, none of the Material Contracts have been cancelled or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or Sellers.

  • Assigned Contracts Each Credit Party will secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Assigned Contract and to enforce the security interests granted hereunder. Each Credit Party shall fully perform all of its obligations under each of its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Such Credit Party shall notify Agent in writing, promptly after such Credit Party becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its Assigned Contracts. If an Event of Default then exists, Agent may, and at the direction of Required Lenders shall, directly enforce such right in its own or such Credit Party’s name and may enter into such settlements or other agreements with respect thereto as Agent shall determine. In any suit, proceeding or action brought by Agent under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Credit Parities shall indemnify and hold Agent and Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by such Credit Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Credit Parties to or in favor of such obligor or its successors, except for such expenses, damages or losses resulting from Agent’s or any Lender’s gross negligence or willful misconduct. All such obligations of the Credit Parties shall be and remain enforceable only against the Credit Parties and shall not be enforceable against Agent or Lender. Notwithstanding any provision hereof to the contrary, the Credit Parties shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and Agent’s exercise of any of its rights with respect to the Collateral shall not release the Credit Parties from any of such duties and obligations. Neither Agent nor any Lender shall be obligated to perform or fulfill any of any Credit Party’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Leases and Contracts A complete and accurate list describing all material leases (whether of real or personal property) and each contract, promissory note, mortgage, license, franchise, or other written agreement to which AHR is a party which involves or can reasonably be expected to involve aggregate future payments or receipts by AHR (whether by the terms of such lease, contract, promissory note, license, franchise or other written agreement or as a result of a guarantee of the payment of or indemnity against the failure to pay same) of $1,000.00 or more annually during the twelve-month period ended December 31, 2001 or any consecutive twelve-month period thereafter, except any of said instruments which terminate or are cancelable without penalty during such twelve-month period. (Schedule DD.)

  • Excluded Assets and Liabilities (a) Notwithstanding Section 1.2 above, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (i) all unrestricted cash of Seller as of Closing; (ii) all accounts receivable of Seller for completed work as of Closing; (iii) Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”); (iv) all employee benefit plans and assets and liabilities attributable thereto; (v) the assets, properties and rights specifically excluded by Buyer as permitted by this Agreement; and (vi) the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents. (b) Notwithstanding any provisions of this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (the “Excluded Liabilities”) except liabilities relating solely to the conduct of the Business by Buyer after the Closing under the Assigned Contracts (the “Assumed Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy, including (without limitation) all Pre-Closing Tax Period Liabilities. (c) After the Closing, Seller shall continue to discharge in a timely manner all of Seller’s Liabilities and obligations including, but not limited to, Liabilities and obligations disclosed in or pursuant to this Agreement.